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EXHIBIT 8.1
October 18, 2000
American Honda Receivables Corp.
700 Van Ness Avenue
Torrance, California 90501
Re: American Honda Receivables Corp.
Honda Auto Receivables Trusts Registration Statement on Form S-3
Registration No. 333-92827
Ladies and Gentlemen:
We have acted as special counsel to (i) American Honda
Receivables Corp. ("AHRC"), a California corporation and a wholly owned
limited purpose subsidiary of American Honda Finance Corporation ("AHFC"), a
California corporation and (ii) the Honda Auto Receivables 2000-1 Owner
Trust, a Delaware business trust (the "Issuer"), in connection with the
proposed issuance of approximately $1,100,000,000 aggregate principal amount
of asset-backed notes (the "Notes") to be offered pursuant to a registration
statement on Form S-3 (the "Registration Statement") relating to the Notes.
The Registration Statement has been filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "1933 Act"), and
the rules and regulations promulgated thereunder. The Notes will be issued
under an Indenture, dated as of October 1, 2000 (the "Indenture"), between
the Issuer and U.S. Bank National Association, as Indenture Trustee (the
"Indenture Trustee"). The Sale and Servicing Agreement, dated as of October
1, 2000, among the Issuer, AHRC and AHFC is herein referred to as the "Sale
and Servicing Agreement".
In connection with this opinion letter, we have examined
originals or copies, certified or otherwise identified to our satisfaction
of the organizational documents of the Issuer, the Indenture, the Sale and
Servicing Agreement, and the form of Notes included in the Indenture, and
such other records, documents and certificates of the Issuer and public
officials and other instruments as we have deemed necessary for the purpose
of this opinion.
In addition, we have assumed that each of the Indenture and the
Sale and Servicing Agreement will be duly executed and delivered by each of
the respective parties thereto; that the Notes as completed for each series,
as applicable, will be duly executed and delivered substantially in the forms
contemplated by the Indenture; and the Notes will be sold as described in the
Registration Statement. In rendering this opinion letter, we express no
opinion as to the laws of any jurisdiction other than the United States
Internal Revenue Code of 1986, as amended, (the "Code") nor do we express any
opinion, either implicitly or otherwise, on any issue not expressly addressed
below. In rendering this opinion letter, we have not passed upon and do not
pass upon the application of "doing business" or the securities laws of any
jurisdiction.
As special tax counsel to AHRC and the Issuer, we have advised
AHRC and the Issuer with respect to certain federal income tax aspects of the
proposed issuance of the Notes after the date hereof as described in the
Registration Statement. Such advice has formed the basis
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for the description of selected federal income tax consequences for holders
of the Notes that appears under the heading "Material Income Tax
Consequences" in the Prospectus. Such description does not purport to discuss
all possible federal income tax ramifications of the proposed issuance of the
Notes, but with respect to those federal income tax consequences which are
discussed, in our opinion, the description is accurate. This opinion set
forth above is based on relevant provisions of the Code, Treasury Regulations
thereunder, and interpretations of the foregoing as expressed in court
decisions, administrative determinations, and legislative history as of the
date hereof. These provisions and interpretations are subject to change,
which may or may not be retroactive in effect, that might result in
modifications of our opinion.
We consent to the reference to this firm under the heading
"Material Income Tax Consequences" in the Prospectus Supplement, without
admitting that we are "experts" within the meaning of the 1933 Act or the
rules or regulations of the Securities and Exchange Commission thereunder,
with respect to any part of the Registration Statement.
Respectfully submitted,
/s/ Dewey Ballantine LLP
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